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-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OJBQAt0C8QUIud926DYR/g5qYUVGNUAlzFHNeHNkBJ1FL80xa/UYTCoVrOmOfPiT K2P67YqlGfVizGSfvz0WrA== 0000950134-05-007706.txt : 20050420 0000950134-05-007706.hdr.sgml : 20050420 20050419183131 ACCESSION NUMBER: 0000950134-05-007706 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20050413 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050420 DATE AS OF CHANGE: 20050419 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REMINGTON OIL & GAS CORP CENTRAL INDEX KEY: 0000874992 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752369148 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11516 FILM NUMBER: 05760318 BUSINESS ADDRESS: STREET 1: 8201 PRESTON RD STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: 2148908000 MAIL ADDRESS: STREET 1: 8201 PRESTON RD STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75225-6211 FORMER COMPANY: FORMER CONFORMED NAME: BOX ENERGY CORP DATE OF NAME CHANGE: 19930328 8-K 1 d24439e8vk.htm FORM 8-K e8vk

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 13, 2005

REMINGTON OIL AND GAS CORPORATION

(Exact name of registrant as specified in its charter)


Delaware	001-11516	75-2369148
(State of Incorporation)	(Commission File Number)	(IRS Employer
		Identification No.)

8201 Preston Road, Suite 600
Dallas, Texas 75225-6211
(Address of principal executive offices) (Zip Code)
(214) 210-2650
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

TABLE OF CONTENTS


	Item 1.01 Entry into a Material Definitive Agreement.
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
Exhibit Index
First Amendment to 2004 Stock Incentive Plan
Form of Restricted Stock Agreement (Employees)
Form of Restricted Stock Agreement (Non-Employee Director)
Executive Severance Plan
Employee Severance Plan

Item 1.01 Entry into a Material Definitive Agreement.

1. On May 24, 2004, our stockholders approved the Remington Oil and Gas Corporation 2004 Stock Incentive Plan, a copy of which was filed as Exhibit 10.18 to our Form 10-K/A for the fiscal year ended December 31, 2004. The First Amendment to the 2004 Stock Incentive Plan was adopted by the Board of Directors by a unanimous vote at its April 13, 2005 meeting. The purpose of the amendment was to revise certain definitions of the 2004 Stock Incentive Plan. A copy of the amendment is filed herewith as Exhibit 10.2.

2. By resolution at its February 18, 2005 meeting, the Compensation Committee of the Board of Directors, a committee composed entirely of independent directors, recommended restricted stock grant transactions totaling 665,000 shares to be issued in accordance with the 2004 Stock Incentive Plan, as amended. The Board of Directors by a unanimous vote at its April 13, 2005 meeting approved the restricted stock grant transactions recommended by the Compensation Committee. The Board of Directors approved grants of the indicated numbers of shares for the directors and the employees of Remington Oil and Gas Corporation (the “Company”) listed below:


Independent Directors and Director Emeritus		20,000 shares per Director
James A. Watt		75,000 shares
Robert P. Murphy		55,000 shares
Frank T. Smith, Jr.		27,000 shares
Gregory B. Cox		31,000 shares
Steven J. Craig		27,000 shares

The established vesting schedule with respect to the granted shares is as follows:


April 13, 2008		25%
April 13, 2009		25%
April 13, 2010		50%

A participant’s rights on the restricted shares will vest on the earlier of (i) the above dates, (ii) a change in control of the Company, (iii) the participant’s disability, (iv) the participant’s death, (v) the participant attaining the age of 65 and retiring at that time (in the case of employees) or attaining the age of 75 and terminating service on the Board of Directors (in the case of non-employee directors), or (vi) the date on which the closing price per share of the Company’s common stock on the New York Stock Exchange equals or exceeds $55.80 (or two times the closing price ($27.90) per share on April 15, 2005).

In accordance with the 2004 Stock Incentive Plan, as amended, the grants are subject to written agreements between the Company and each grantee. Forms of the Restricted Stock Agreements for employees and non-employee directors are filed herewith as Exhibits 10.3 and 10.4, respectively. These stock grant agreements have not yet been finalized and have not been executed by either the respective grantee or the Company. The Board of Directors determined that no further stock awards will be made under the 2004 Stock Incentive Plan, as amended, until the earlier of the above described awards becoming fully vested or April 13, 2008.

3. We have had employment contracts with our Chief Executive Officer, Chief Operating Officer, and two other executive officers. The provisions of these employment agreements have been disclosed in prior year proxy statements. On April 13, 2005, our Board of Directors upon recommendation of our Compensation Committee approved the Remington Oil and Gas corporation Executive Severance Plan, which covers our Chief Executive Officer and Chief Operating Officer, and the Remington Oil and Gas Corporation Employee Severance Plan, which covers all other officers and employees. If an executive officer subject to an existing employment agreement decides to be covered by the applicable severance plan, the severance plan will replace the employment agreement, but the employment agreement will remain in effect in accordance with its terms until such time as the executive officer agrees to be covered under the new severance plan. Pertinent provisions of the severance plans are outlined below.

Executive Severance Plan

• Covered employees: James A. Watt, Chief Executive Officer, and Robert P. Murphy, Chief Operating Officer.

• Severance Benefits:

(a)   If employment is terminated by death or disability, the employee (or the employee’s beneficiaries) receives his accrued salary through the termination date and pro rata target bonus.

(b)   In the event of involuntary termination of the employee or termination by the employee with good reason, not connected with change in control, the employee is entitled to (i) cash payment equal to 2 times the sum of the then current base salary and the average incentive bonus paid over the last 3 years, (ii) all stock options, restricted stock and other equity compensation, in accordance with the respective plans and granting agreements, (iii) 2 years medical and dental benefits for the employee and his immediate family, (iv) 12 months out-placement services, and (v) immediate vesting of all non-qualified deferred compensation, subject to applicable provisions of tax law.

(c)   In the event of involuntary termination of the employee or termination by the employee for good reason within 3 months prior to or 2 years after a change of control, the employee is entitled to (i) cash payment equal to 2.99 times the sum of the then current base salary and the employee’s maximum annual incentive opportunity, (ii) all stock options, restricted stock and other equity compensation, in accordance with the respective plans and granting agreements, (iii) 3 years medical and dental benefits for the employee and his immediate family, (iv) 12 months out-placement services, and (v) immediate vesting of all non-qualified deferred compensation, subject to applicable provisions of tax law.

• The severance plan includes 3-year confidentiality and 1-year non-competition provisions.

Employee Severance Plan

• Covered employees: all full time employees other than the Chief Executive Officer, the Chief Operating Officer and any other employee covered by a separate severance arrangement with the Company.

• Severance benefits for officers and selected exempt employees:

(a)   If employment is terminated by death or disability, the employee (or the employee’s beneficiaries) receives his or her accrued base salary through termination date and pro rata target bonus.

(b)   In the event of involuntary termination of employee, not connected with a change in control, the employee is entitled to (i) a cash payment equal to 1 time the sum of the then current base salary and the average incentive bonus paid over the last 3 years, (ii) all stock options, restricted stock and other equity compensation in accordance with the respective plans and granting agreements, (iii) 1 year medical and dental benefits for the employee and his or her immediate family subject to employee gaining new employment with similar benefits, (iv) 12 months out-placement services, and (v) immediate vesting of all non-qualified deferred compensation, subject to applicable provisions of tax law.

(c)   In the event of involuntary termination of employee or termination by the employee with good reason within 2 years after a change of control, the employee is entitled to (i) a cash payment equal to 2 times the sum of the then current base salary and the employee’s maximum annual incentive opportunity, (ii) all stock options, restricted stock and other equity compensation in accordance with the respective plans and granting agreements, (iii) 2 years medical and dental benefits for the employee and his or her immediate family subject to employee gaining new employment with similar benefits, (iv) 12 months out-placement services, and (v) immediate vesting of all non-qualified deferred compensation, subject to applicable provisions of tax law.

• Severance benefits for exempt and non-exempt employees:

medical and dental benefits for the employee and his or her immediate family subject to employee gaining new employment with similar benefits.

• The severance plan includes 3-year confidential information and 1-year non-compete provisions.

Item 9.01 Financial Statements and Exhibits


Exhibit No.		Description

10.1		Remington Oil and Gas Corporation 2004 Stock Incentive Plan (incorporated by reference to Exhibit 10.18 to the Company’s From 10-K/A (file number 1-11516) for the fiscal year ended December 31, 2004 filed with the Commission on March 17, 2005).

10.2		First Amendment to Remington Oil and Gas Corporation 2004 Stock Incentive Plan.

10.3		Form of Restricted Stock Agreement (Employees).

10.4		Form of Restricted Stock Agreement (Non-employee Directors).

10.5		Remington Oil and Gas Corporation Executive Severance Plan.

10.6		Remington Oil and Gas Corporation Employee Severance Plan.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Remington Oil and Gas Corporation

By: /s/ James A. Watt
James A. Watt
Chairman and Chief Executive Officer

Date: April 19, 2005

Exhibit Index


Exhibit No.		Description

10.1		Remington Oil and Gas Corporation 2004 Stock Incentive Plan (incorporated by reference to Exhibit 10.18 to the Company’s From 10-K/A (file number 1-11516) for the fiscal year ended December 31, 2004 filed with the Commission on March 17, 2005).

10.2		First Amendment to Remington Oil and Gas Corporation 2004 Stock Incentive Plan.

10.3		Form of Restricted Stock Agreement (Employees).

10.4		Form of Restricted Stock Agreement (Non-employee Directors).

10.5		Remington Oil and Gas Corporation Executive Severance Plan.

10.6		Remington Oil and Gas Corporation Employee Severance Plan.

EX-10.2 2 d24439exv10w2.htm FIRST AMENDMENT TO 2004 STOCK INCENTIVE PLAN exv10w2

EXHIBIT 10.2

FIRST AMENDMENT TO THE

REMINGTON OIL AND GAS CORPORATION

2004 STOCK INCENTIVE PLAN

April 13, 2005

WHEREAS, Remington Oil and Gas Corporation (the “Company”) has heretofore adopted the Remington Oil and Gas Corporation 2004 Stock Incentive Plan (the “Plan”);

WHEREAS, the Company reserved the right to amend the Plan and any awards pursuant to Section 1.5 of the Plan (subject to the restrictions on amendment set forth therein); and

WHEREAS, the Company, acting through its Board of Directors has determined that the Plan should be amended to change the definitions of “Change in Control,” “Cause” and “Common Stock” under the Plan;

NOW THEREFORE, the Plan is hereby amended as follows:

1. The definition of a “Change in Control” in Section 1.2 of the Plan is hereby amended by deleting subparagraph (ii) thereof and inserting the following:

“(ii) The acquisition or holding of direct or indirect beneficial ownership (as defined under Rule 13d-3 of the Exchange Act) of securities of the Company representing the aggregate 30% or more of the total combined voting power of the Company’s then issued and outstanding voting securities by any person, entity or group of associated persons or entities acting in concert, other than an employee benefit plan of the Company or of any subsidiary of the Company, or any entity holding such securities for or pursuant to the terms of any such plan. The Directors may, by a majority vote, determine the acquisition of 30%-49.9% is not a hostile action and therefore does not trigger a change of control.”

2. The definition of “Cause” in Section 1.2 of the Plan is hereby amended to read as follows:

“Cause” for termination of any Participant who is an eligible employee in either the Company’s Employee Severance Plan or Executive Severance Plan (the “Severance Plans”) shall mean termination of the Participant for “Cause” as defined in such Severance Plans or termination of employment by the Participant for “Good Reason” as defined in such Severance Plans, the relevant portions of which are incorporated herein by reference. If a Participant is not an eligible employee in either of the Severance Plans, “Cause” means (i) the willful commission by a Participant of a criminal or other act that causes or is likely to cause substantial economic damage to the Company or an Affiliate or substantial injury to the business reputation of the Company or Affiliate; (ii) the commission by a Participant of an act of fraud in the performance of such Participant’s duties on behalf of the Company or an Affiliate; or (iii) the continuing willful failure of a Participant to perform the duties of such Participant to the Company or an Affiliate (other than such failure resulting from the Participant’s incapacity due to

physical or mental illness) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to be heard and cure such failure are given to the Participant by the Committee. For purposes of the Plan, no act, or failure to act, on the Participant’s part shall be considered “willful” unless done or omitted to be done by the Participant not in good faith and without reasonable belief that the Participant’s action or omission was in the best interest of the Company or an Affiliate, as the case may be.

3. The definition of “Common Stock” in Section 1.2 of the Plan is hereby amended to read as follows:

“Common Stock” means the common stock of the Company, par value $.01 per share.

4. As amended hereby, the Plan is ratified and affirmed in all respects.

REMINGTON OIL AND GAS CORPORATION


By:

Printed Name:

Title:

EX-10.3 3 d24439exv10w3.htm FORM OF RESTRICTED STOCK AGREEMENT (EMPLOYEES) exv10w3

EXHIBIT 10.3

REMINGTON OIL AND GAS CORPORATION

2004 STOCK INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT

(Employees)

1. Agreement to Grant Restricted Shares. Subject to the conditions described in this agreement (the “Agreement”) and the Remington Oil and Gas 2004 Stock Incentive Plan (the “Plan”), Remington Oil and Gas Corporation, a Delaware corporation (the “Company”), hereby agrees to grant to _______(“Participant”) all rights, title and interest in the record and beneficial ownership of _______(_______) shares (the “Restricted Shares”) of common stock, $0.01 par value per share, of the Company (“Common Stock”). The grant of such Restricted Shares shall be effective as of _______(the “Grant Date”). All capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan, the terms of which are incorporated herein by reference.

2. Issuance and Transferability. Certificates representing the shares granted hereunder shall be issued to Participant pursuant to the terms of the Plan as of the Grant Date and shall be marked with the following legend:

“The shares represented by this certificate have been issued pursuant to the terms of the Remington Oil and Gas Corporation 2004 Stock Incentive Plan and may not be sold, pledged, transferred, assigned or otherwise encumbered in any manner except as is set forth in the terms of such Plan or Award dated _______.”

Until all restrictions lapse, the Restricted Stock shall not be transferable except by will or the laws of descent and distribution or pursuant to a domestic relations order of the court in a divorce proceeding. No right or benefit hereunder shall in any manner be liable for or subject to any debts, contracts, liabilities, or torts of Participant. Notwithstanding the foregoing, in the case of Participant’s death or Disability, Participant’s rights under this Agreement may be exercised by Participant’s guardian or legal representative. Any purported assignment, alienation, pledge, attachment, sale, transfer or other encumbrance of the Restricted Stock, prior to the lapse of restrictions, that does not satisfy the requirements hereunder shall be void and unenforceable against the Company.

3. Risk of Forfeiture. Participant shall immediately forfeit all rights pursuant to this Agreement and to any nonvested portion of the Restricted Shares in the event of Participant’s termination, resignation or removal from employment with the Company under circumstances that do not cause Participant to become fully vested under the terms of this Agreement.

4. Vesting. Subject to Paragraph 3 hereof and the terms of the Plan, Participant shall vest in all rights under the Restricted Shares and any rights of the Company to such shares shall lapse with respect to the Restricted Shares on the earlier of (i) the dates set forth below; (ii) a Change in Control; (iii) Participant’s Disability; (iv) Participant’s death; (v) Participant attains age

65 and retires; or (vi) the “Performance Vesting Date” as defined below. In the event of a termination of the Participant without Cause prior to full vesting of the Restricted Shares, the Committee may, in its discretion accelerate vesting of part or all of the unvested Restricted Shares. Should the Committee not exercise its discretion to accelerate vesting as to all the Restricted Shares, the Committee shall submit the issue to the full Board of Directors at its next regularly scheduled meeting. By a vote of two-thirds (2/3rds) of its members at any meeting at which a quorum is present, the Board of Directors may (but shall not be required to) accelerate vesting with respect to all or part of the Restricted Shares. Any Participant who is also a member of the Board of Directors shall abstain from voting on the vesting of his own Restricted Shares. If not earlier vested, the Restricted Shares shall vest according to the following schedule, provided that the Participant is continuously employed by the Company from the Grant Date to the applicable vesting date:

April 13, 2008    25%
April 13, 2009    25%
April 13, 2010    50%

Notwithstanding the foregoing, all Restricted Shares shall become fully vested on the date that the closing price per share of the Company’s Common Stock equals or exceeds two (2) times the closing price per share of such stock on April 13, 2005 ($___) on the New York Stock Exchange, or such other exchange or market on which such shares primarily trade (the “Performance Vesting Date”). Upon vesting of the Restricted Shares, the Committee shall issue and deliver to Participant a certificate for such shares without the legend set forth in Section 2 above for the number of shares that are no longer subject to such restrictions, less the shares withheld, if any, pursuant to Paragraph 10.

5. Ownership Rights/Dividends. Subject to the reservations set forth in this Agreement, the Plan and Paragraph 8, upon Participant’s receipt of the Restricted Shares, Participant shall be entitled to all voting and ownership rights applicable to the Restricted Shares, including the right to receive any cash dividends that may be paid on the Restricted Shares. The Restricted Shares shall be registered in the name of the Participant and at the address set forth below the Participant’s signature attached hereto. In addition, in the event of payment of any dividends on shares of Common Stock after October 14, 2004 and prior to issuance of the Restricted Shares, Participant shall receive a cash payment equal to the dividends paid with respect to an equivalent number of shares of Common Stock, reduced by the amount of any taxes required to be withheld with respect to such payment. Such payment shall be made to Participant within thirty days of the issuance of the Restricted Shares.

6. Reorganization of the Company. The existence of this Agreement shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business; any merger or consolidation of the Company; any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Restricted Shares or the rights thereof; the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

7. Recapitalization Events. In the event of stock dividends, spin-offs of assets or other extraordinary dividends, stock splits, combinations of shares, recapitalizations, mergers, consolidations, reorganizations, liquidations, issuances of rights or warrants and similar transactions or events involving the Company (“Recapitalization Events”), then for all purposes references herein to Common Stock or to Restricted Shares shall mean and include all securities or other property (other than cash) that holders of Common Stock of the Company are entitled to receive in respect of Common Stock by reason of each successive Recapitalization Event, which securities or other property (other than cash) shall be treated in the same manner and shall be subject to the same restrictions as the underlying Restricted Shares.

8. Certain Restrictions. By executing this Agreement, Participant acknowledges that he will enter into such written representations, warranties and agreements and execute such documents as the Company may reasonably request in order to comply with the securities law or any other applicable laws, rules or regulations, or with this document or the terms of the Plan.

9. Amendment. No amendment or termination of this Agreement shall be made by the Company at any time without the written consent of Participant.

10. Withholding of Taxes. The Participant may direct the Company to withhold issuance of unrestricted shares that have a fair market value as of the applicable withholding date equal to the minimum amount necessary to satisfy the Company’s withholding obligation. Participant agrees that, if he makes an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, with regard to the Restricted Shares, he will so notify the Company in writing within two (2) days after making such election, so as to enable the Company to timely comply with any applicable governmental reporting requirements. The Company shall have the right to take any action as may be necessary or appropriate to satisfy any federal, state or local tax withholding obligations.

11. No Guarantee of Tax Consequences. The Company makes no commitment or guarantee to Participant that any federal or state tax treatment will apply or be available to any person eligible for benefits under this Agreement.

12. Severability. In the event that any provision of this Agreement shall be held illegal, invalid, or unenforceable for any reason, such provision shall be fully severable and shall not affect the remaining provisions of this Agreement, and the Agreement shall be construed and enforced as if the illegal, invalid, or unenforceable provision had never been included herein.

13. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Delaware to the extent federal law does not supersede and preempt Delaware law.

Executed the ___day of 2005.

COMPANY:

By:

Accepted the ___day of , 2005.

PARTICIPANT:

Address:

EX-10.4 4 d24439exv10w4.htm FORM OF RESTRICTED STOCK AGREEMENT (NON-EMPLOYEE DIRECTOR) exv10w4

EXHIBIT 10.4

REMINGTON OIL AND GAS CORPORATION

2004 STOCK INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT

(Non-employee Directors)

1. Agreement to Grant Restricted Shares. Subject to the conditions described in this agreement (the “Agreement”) and the Remington Oil and Gas 2004 Stock Incentive Plan (the “Plan”), Remington Oil and Gas Corporation, a Delaware corporation (the “Company”), hereby agrees to grant to (“Participant”) all rights, title and interest in the record and beneficial ownership of ( ) shares (the “Restricted Shares”) of common stock, $0.01 par value per share, of the Company (“Common Stock”). The grant of such Restricted Shares shall be effective as of (the “Grant Date”). All capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan, the terms of which are incorporated herein by reference.

3. Risk of Forfeiture. Participant shall immediately forfeit all rights pursuant to this Agreement and to any nonvested portion of the Restricted Shares in the event of Participant’s resignation or removal from the Board of Directors of the Company under circumstances that do not cause Participant to become fully vested under the terms of this Agreement.

not earlier vested, the Restricted Shares shall vest according to the following schedule, provided that the Participant continuously serves on the Board of Directors from the Grant Date to the applicable vesting date:


April 13, 2008	25	%
April 13, 2009	25	%
April 13, 2010	50	%

Notwithstanding the foregoing, all Restricted Shares shall become fully vested on the date that the closing price per share of the Company’s Common Stock equals or exceeds two (2) times the closing price per share of such stock on April 13, 2005 ($ ) on the New York Stock Exchange, or such other exchange or market on which such shares primarily trade (the “Performance Vesting Date”). Upon vesting of the Restricted Shares, the Committee shall issue and deliver to Participant a certificate for such shares without the legend set forth in Section 2 above for the number of shares that are no longer subject to such restrictions.

5. Ownership Rights/Dividends. Subject to the reservations set forth in this Agreement, the Plan and Paragraph 8, upon Participant’s receipt of the Restricted Shares, Participant shall be entitled to all voting and ownership rights applicable to the Restricted Shares, including the right to receive any cash dividends that may be paid on the Restricted Shares. The Restricted Shares shall be registered in the name of the Participant and at the address set forth below the Participant’s signature attached hereto. In addition, in the event of payment of any dividends on shares of Common Stock after October 14, 2004 and prior to issuance of the Restricted Shares, Participant shall receive a cash payment equal to the dividends paid with respect to an equivalent number of shares of Common Stock. Such payment shall be made to Participant within thirty days of the issuance of the Restricted Shares.

8. Certain Restrictions. By executing this Agreement, Participant acknowledges that he will enter into such written representations, warranties and agreements and execute such

documents as the Company may reasonably request in order to comply with the securities law or any other applicable laws, rules or regulations, or with this document or the terms of the Plan.

9. Amendment. No amendment or termination of this Agreement shall be made by the Company at any time without the written consent of Participant.

10. Withholding of Taxes. Participant agrees that, if he makes an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, with regard to the Restricted Shares, he will so notify the Company in writing within two (2) days after making such election, so as to enable the Company to timely comply with any applicable governmental reporting requirements.

13. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Delaware to the extent federal law does not supersede and preempt Delaware law.

Executed the day of 2005.


		COMPANY:

		By:

Accepted the day of , 2005


		PARTICIPANT:



		Address:

EX-10.5 5 d24439exv10w5.htm EXECUTIVE SEVERANCE PLAN exv10w5

EXHIBIT 10.5

REMINGTON OIL AND GAS CORPORATION

EXECUTIVE SEVERANCE PLAN

I.
DEFINITIONS AND CONSTRUCTION

1.1 Definitions. Where the following words and phrases appear in the Plan, they shall have the respective meanings set forth below, unless their context clearly indicates to the contrary.

(a) “Base Salary” shall mean the annual rate of base compensation paid by the Company to a Covered Employee (including amounts which the Covered Employee could have received in cash had he not elected to contribute to an employee benefit plan maintained by the Company), excluding overtime pay, bonuses, employee benefits, automobile allowances, added premiums, differentials, and all forms of incentive compensation. Base Salary shall be determined effective as of the date of the Covered Employee’s termination of employment date.

(b) “Change of Control” shall be deemed to have occurred upon any of the following events:

(1) A merger or consolidation to which the Company is a part if the individuals and entities who were stockholders of the Company immediately prior to the effective date of such a merger or consolidation have beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of less than 50% of the total combined voting power for election of directors of the surviving corporation following the effective date of such merger or consolidation;

(2) The acquisition or holding of direct or indirect beneficial ownership (as defined under Rule 13d-3 of the Exchange Act) of securities of the Company representing the aggregate 30% or more of the total combined voting power of the Company’s then issued and outstanding voting securities by any person, entity or group of associated persons or entities acting in concert, other than an employee benefit plan of the Company or of any subsidiary of the Company, or any entity holding such securities for or pursuant to the terms of any such plan. The Directors may, by a majority vote, determine the acquisition of 30%-49.9% is not a hostile action and therefore does not trigger a change of control.

(3) The sale of all or substantially all of the assets of the Company to any person or entity that is not a wholly owned subsidiary of the Company; or

(4) The approval by the stockholders of the Company of any plan or proposal for the liquidation of the Company or its material subsidiaries, other than into the Company.

(d) “Committee” shall mean the committee appointed by the Company to administer the Plan.

(e) “Covered Employee” shall mean the Chairman and CEO of the Company and the President and COO of the Company.

(f) “Effective Date” shall mean January 1, 2005.

(g) “Company” shall mean Remington Oil and Gas Corporation.

(h) “Directors” shall mean the Board of Directors of the Company.

(i) “Disability” shall mean a physical or mental infirmity that impairs the Covered Employee’s ability to substantially perform the Covered Employee’s duties, which continues for a period of at least one hundred eighty (180) continuous days.

(j) “Good Reason” shall mean the occurrence of any of the following events or conditions: (1) a reduction in the Covered Employee’s Base Salary or bonus opportunity (2) a material reduction in benefits without substitution of benefits that are substantially comparable in the aggregate or that is not applicable to employees generally; (3) any change in the Covered Employee’s duties or responsibilities that results in the Covered Employee not having duties and responsibilities substantially equivalent to or greater than those the Covered Employee had immediately prior to such change; or (4) the permanent relocation of a Covered Employee’s principal place of employment with the Company to a location that is more than 40 miles from such Covered Employee’s prior principal place of employment. Notwithstanding the foregoing, any change in the Covered Employee’s duties and responsibilities that is required by applicable law or governmental regulation shall not constitute “Good Reason.”

(k) “Involuntary Termination” shall mean any termination, on or after the Effective Date, of a Covered Employee’s employment with the Company which does not result from a voluntary resignation or retirement by the Covered Employee; provided, however, the term “Involuntary Termination” shall not include:

(1) a Termination for Cause;

(2) a termination as a result of the Covered Employee’s death;

(3) any termination as the result of the Covered Employee’s Disability; or

(4) a termination by the Covered Employee for Good Reason.

(l) “Plan” shall mean the Remington Oil and Gas Corporation Executive Severance Plan.

(m) “Termination for Cause” shall mean any termination of a Covered Employee’s employment with the Company by reason of the Covered Employee’s (1) conviction of any felony or entering a plea of nolo contendre to a felony charge, (2) involvement in any act of material fraud, theft, or other material misconduct detrimental to the best interests of the Company, (3) engagement in gross negligence or willful

misconduct with respect to his duties to the Company and as a result caused material harm to the Company, (4) engagement in competitive behavior against the Company, misappropriated or aided in misappropriating a material opportunity of the Company, secured or attempted to secure a personal benefit not fully disclosed to and approved by a majority of the Board of Directors of the Company in connection with any transition of or on behalf of the Company, or (5) failure to substantially perform his duties.

II.
SEVERANCE BENEFITS

2.1 Severance Benefits. Subject to the provisions of Section 2.2 hereof, if a Covered Employee’s employment by the Company is terminated and such Covered Employee is not entitled to severance benefits under an individual contract, agreement or arrangement, or if such Covered Employee waives his rights to any severance benefits to which he may be entitled under an individual contract, agreement or arrangement, then the Covered Employee shall be entitled to severance benefits as provided in this Section 2.1. A Covered Employee’s entitlement to severance benefits under the Plan depends upon the circumstance of the Covered Employee’s termination of employment. Upon termination of the Covered Employee’s employment, the Covered Employee shall be entitled to severance benefits as follows:

(1) If the Covered Employee’s employment with the Company is terminated by reason of the Covered Employee’s death or Disability, the Company shall pay the Covered Employee’s accrued Base Salary through the termination date and, in addition thereto, an amount equal to the Covered Employee’s target bonus multiplied by a fraction, the numerator of which is the number of days in such plan year through termination date and the denominator of which is 365.

(2) If the Covered Employee’s employment with the Company is subject to an Involuntary Termination or is terminated by the Covered Employee for Good Reason and termination is not in connection with a Change of Control, the Covered Employee shall be entitled to the following: (a) the Company shall pay the Covered Employee a lump sum cash payment, as soon as administratively feasible after the Covered Employee’s termination, in an amount equal to 2 times the sum of (i) the Covered Employee’s then current Base Salary and (ii) the Covered Employee’s average annual incentive bonus paid during the last three years, (b) all stock options, restricted stock and other equity compensation awards granted the Covered Employee shall be subject to the terms of the grant agreement, other signed agreements and plan under which they were granted (c) for a term of two (2) years following the termination date, or until the Covered Employee gains new employment with substantially similar benefits, the Company, at its expense, shall provide the Covered Employee and his or her immediate family substantially the same level of group medical and dental benefits as provided to the Company’s active employees during such period, (d) the Company shall provide the Covered Employee twelve (12) months of out placement services at the Company’s sole expense, and (e) all non-qualified deferred compensation benefits of the Covered Employee shall become immediately vested and subject to an immediate distribution; provided, however, that if the Covered Employee is a key employee (as defined in section 416(i) of the Code without regard to paragraph (5) thereof) of the Company and the Company’s stock is publicly traded on an

established securities market or otherwise, then any amounts described above which are “deferred compensation” under section 409A of the Code shall not be paid or commence until the date that is six (6) months after the termination date. The provision of group medical and dental benefits shall start and run concurrently with any continuation coverage as may be elected by the Covered Employee under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”).

(3) If the Covered Employee’s employment with Company is subject to an Involuntary Termination within three months prior to or two (2) years after a Change of Control; or if the Covered Employee terminates his employment with the Company for Good Reason within three months prior to or two years after a Change of Control, the Covered Employee shall be entitled to the following: (a) the Company shall pay the Covered Employee a lump sum cash payment, within a reasonable period of time after the Covered Employee’s termination, in an amount equal to 2.99 times the sum of (i) the Covered Employee’s then current Base Salary and (ii) the Covered Employee’s maximum annual incentive opportunity, (b) all stock options, restricted stock and other equity compensation awards granted the Covered Employee shall be subject to the terms of the grant agreement and plan under which they were granted, (c) for a term of three (3) years following the termination date, or until the Covered Employee gains new employment with substantially similar benefits, the Company, at its expense, shall provide the Covered Employee and his or her immediate family the same level of group medical and dental benefits as provided to the Company’s active employees during such period, (d) the Company shall provide the Covered Employee twelve (12) months of out placement services at the Company’s sole expense, and (e) all non-qualified deferred compensation benefits of the Covered Employee shall be immediately vested and subject to an immediate distribution; provided, however, that if the Covered Employee is a key employee (as defined in section 416(i) or the Code without regard to paragraph (5) thereof) of the Company and the Company’s stock is publicly traded on an established securities market or otherwise, then any amounts described above which are “deferred compensation” under section 409A of the Code shall not be paid or commence until the date that is six (6) months after the termination date. The provision of group medical and dental benefits shall start and run concurrently with any continuation coverage as may be elected by the Covered Employee under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”).

2.2 Other Severance Arrangements. Severance payments provided herein shall be subject to any required tax withholding. If a Covered Employee is entitled to severance benefits under an individual contract, agreement or arrangement and does not waive such entitlement to severance benefits under such contract, agreement or arrangement, such Covered Employee shall not be entitled to any severance benefits pursuant to the Plan but shall instead be entitled to severance benefits in such amount and form as are provided pursuant to the terms of such contract, agreement or arrangement (which contract, agreement or arrangement is hereby incorporated by reference and made a part of this Plan).

2.3 Release, Full Settlement and Resignation. As a condition to the receipt of any severance benefits hereunder, the Company, in its sole discretion, may require a Covered Employee whose employment by the Company has been terminated to first execute a release, in the form established by the Company, releasing the Company, its shareholders, partners, officers, directors, employees, attorneys and agents from any and all claims and from any and all causes

of action of any kind or character, including but not limited to all claims or causes of action arising out of such Covered Employee’s employment with the Company or the termination of such employment, and the performance of the Company’s obligations hereunder and the receipt of the benefits provided hereunder by such Covered Employee shall constitute full settlement of all such claims and causes of action. The Covered Employee shall resign from his position on the Board of Directors, if any, effective as of his employment termination date.

2.4 Excise Tax Payments. In the event that any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) made or provided to or for the benefit of a Covered Employee in connection with this Agreement, or Covered Employee’s employment with Company or the termination thereof (the “Payments”) are determined to be subject to the excise tax imposed by Sections 409A or 4999 of the Code or any interest or penalties with respect to such excise taxes (such excise taxes, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then the Employee shall be entitled to receive an additional payment (a “Gross-Up Payment”) from Company such that the net amount received by the Employee after paying any applicable Excise Tax and any federal, state or local income or FICA taxes on such Gross-Up Payment, shall be equal to the amount the Employee would have received if such Excise Tax were not applicable to the Payments. All determinations of the Excise Tax and Gross-Up Payment, if any, shall be made by tax counsel acceptable to the Employee. For purposes of determining the amount of the Gross-Up Payment, if any, the Employee shall be deemed to pay federal income tax at the highest marginal rate of federal income taxation in the calendar year in which the total Payments are made and State and local income taxes at the highest marginal rate of taxation in the State and locality of the Employee’s residence on the date the total Payments are made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such State and local taxes. In the event that the Excise Tax is determined by the IRS, on audit or otherwise, to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make another Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Employee with respect to such excess) within the ten (10) business days immediately following the date that the amount of such excess is finally determined. The Employee and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the total Payments. The Gross-Up Payments provided to the Employee shall be made not later than the tenth (10^th) business day following the last date the Payments are made.

2.5 Confidential Information. In consideration of the receipt of severance benefits hereunder, the Covered Employee may not, without the prior written consent of the Company, for a period of three (3) years following the Covered Employee’s termination date, except as may be required by any competent legal authority, use or disclose to any person, firm or other legal authority, any confidential record, secret or information related to the Company or any of its subsidiaries.

2.6 Covenant Against Competition. In consideration of the receipt of severance benefits hereunder, for a period of one (1) year following the Covered Employee’s termination date where Involuntary Termination has occurred without a Change of Control, the Covered

Employee shall not have any interest in or be engaged by any business or enterprise that is in the business of exploring for, developing, or producing hydrocarbons in specific areas where the Company has interest at the time of the Covered Employee’s termination. Company interest shall be deemed an area within a two (2) mile radius from the current owned acreage, offshore block, concession or active prospect area. For purposes of this Section, the Covered Employee shall be deemed to have an “interest in or be engaged by a business or enterprise” if the Covered Employee acts (a) individually, (b) as a partner, officer, director, shareholder, employee, associate, agent or owner of an entity, or (c) as an advisor, consultant, leader or other person related directly or indirectly, to any business or entity that is engaging in, or is planning to engage in, exploring for, developing, or producing hydrocarbon in specific areas where the Company has interests (“the Prohibited Activity”). Ownership of less than five percent (5%) of the outstanding capital stock of a publicly traded entity that engages in any Prohibited Activity shall not be in violation of this Section.

2.7 Non-Solicitation. In consideration of receipt of any severance benefits hereunder, for a period of one (1) year following the Covered Employee’s termination date, the Covered Employee may not, directly or indirectly, in any manner or capacity induce any person, to discontinue his or her employment in the Company or the Company’s successor or to interfere with the business of the Company or the Company’s successor.

2.8 Liquidated Damages. If a Covered Employee who has received severance benefits pursuant to Section 2.1 above is found by the Committee to be in violation of the confidentiality, non-competition, and/or non-solicitation provisions as described in Sections 2.5, 2.6, and 2.7 above, then the Covered Employee shall be required to pay to the Company as liquidated damages the full amount of severance received by the Covered Employee pursuant to Section 2.1. Any payment required pursuant to this Section shall be due and payable in a single lump sum within 30 days of written notice to such Covered Employee of such Committee’s finding.

2.9 Mitigation. A Covered Employee shall not be required to mitigate the amount of any payment provided for in this Article II by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Article II be reduced by any compensation or benefit earned by the Covered Employee as the result of employment by another employer or by retirement benefits.

III.
ADMINISTRATION OF PLAN

3.1 Plan Administration. For the purposes of the Plan and the Employee Retirement Income Security Act of 1974, as amended, the plan administrator and named fiduciary of the Plan is the Committee. The Committee shall hold such meetings and establish such rules and procedures as may be necessary to enable it to discharge its duties hereunder. All actions of the Committee shall be recorded by a secretary who need not be a Committee member. The Committee shall have all powers necessary or proper to administer the Plan and to discharge its duties under the Plan, including, but not limited to, the following powers:

(a) To make and enforce such rules and regulations as it may deem necessary or proper for the orderly and efficient administration of the Plan;

(b) To interpret the Plan, its interpretation thereof in good faith to be final and conclusive on all persons claiming benefits under the Plan;

(d) To prepare and distribute information explaining the Plan;

(e) To appoint or employ persons to assist in the administration of the Plan; and

(f) To obtain such information as is necessary for the proper administration of the Plan.

The Committee may allocate to others certain aspects of the management, operation and responsibilities of the Plan, including the employment of advisors and the delegation of any ministerial duties or functions to qualified individuals. The Company agrees to indemnify the members of the Committee against all liabilities, damages, costs and expenses (including attorneys’ fees and amounts paid in settlement of any claims approved by the Company) occasioned by any act or omission to act in connection with the Plan if such act or omission was in good faith.

3.2 Claims Review. For claims arising after a Change of Control, the Covered Employee shall not be required to follow the Plan’s claim procedures as set forth in this Section, instead the Covered Employee shall be deemed to have satisfied his administrative remedies if the Covered Employee pursues any claim in court. For all other claims, the following claims procedures will apply. The Committee will advise each Covered Employee of any Plan benefits to which the Covered Employee is entitled. If the Covered Employee believes that the Committee has failed to advise him or her of any Plan benefits to which he or she is entitled, then the Covered Employee may file a written claim with the Committee. The Committee shall review such claim and respond thereto within a reasonable time after receiving the claim. In any case in which a Covered Employee’s claim for Plan benefits is denied or modified, the Committee shall:

(a) state the specific reason for the denial or modification;

(b) provide specific reference to pertinent Plan provisions on which the denial or modification is based;

(c) provide a description of any additional material or information necessary for the Covered Employee or his representative to perfect the claim and an explanation of why such material or information is necessary; and

(d) explain the Plan’s claim review procedure as contained herein.

In the event the request is denied or modified, if the Covered Employee or his representative desires to have such denial or modification reviewed, he must, within sixty days following receipt of the notice of such denial or modification, submit a written request for review by the Committee of its initial decision. Within sixty days following such request for review the Committee shall render its final decision in writing to the Covered Employee or his representative stating specific reasons for such decision. If special circumstances require an extension of such sixty-day period, the Committee’s decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review. If an extension of time for review is required, written notice of the extension shall be furnished to the Covered Employee or representative prior to the commencement of the extension period.

IV.
GENERAL PROVISIONS

4.1 Funding. The benefits provided herein shall be unfunded and shall be provided from the Company’s general assets.

4.2 Cost of Plan. The entire cost of the Plan shall be borne by the Company and no contributions shall be required of the Covered Employees.

4.3 Amendment and Termination. The Plan may be amended from time to time, or terminated and discontinued, at any time, in each case at the discretion of the Directors; provided, however, that the Plan may not be amended or terminated within two years after a Change of Control or in any manner that would negatively affect a Covered Employee’s rights under the Plan without the consent of such Covered Employee so affected. Notwithstanding the foregoing, the Plan may amended at any time as may be necessary to avoid adverse tax consequences under section 409A of the Code to any Covered Employee.

4.4 Not Contract of Employment. The adoption and maintenance of the Plan shall not be deemed to be a contract of employment between the Company and any person or to be consideration for the employment of any person. Nothing herein contained shall be deemed to give any person the right to be retained in the employ of the Company or to restrict the right of the Company to discharge any person at any time nor shall the Plan be deemed to give the Company the right to require any person to remain in the employ of the Company or to restrict any person’s right to terminate his employment at any time.

4.5 Severability. Any provision in the Plan that is prohibited or unenforceable in any jurisdiction by reason of applicable law shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

4.6 Nonalienation. Covered Employees shall not have any right to pledge, hypothecate, anticipate or assign benefits or rights under the Plan, except by will or the laws of descent and distribution, or as may be required pursuant to a domestic relations order.

4.7 Governing Law. The Plan shall be interpreted and construed in accordance with the laws of the State of Texas except to the extent preempted by federal law.

IN WITNESS WHEREOF, the Company has executed this Plan this ___day of ___, 2005.

REMINGTON OIL AND GAS CORPORATION

By

EX-10.6 6 d24439exv10w6.htm EMPLOYEE SEVERANCE PLAN exv10w6

EXHIBIT 10.6

REMINGTON OIL AND GAS CORPORATION

EMPLOYEE SEVERANCE PLAN

DEFINITIONS AND CONSTRUCTION

1.1 Definitions. Where the following words and phrases appear in the Plan, they shall have the respective meanings set forth below, unless their context clearly indicates to the contrary.

(b) “Change of Control” shall be deemed to have occurred upon any of the following events:

(3) The sale of all or substantially all of the assets of the Company to any person or entity that is not a wholly owned subsidiary of the Company; or

(4) The approval by the stockholders of the Company of any plan or proposal for the liquidation of the Company or its material subsidiaries, other than into the Company.

(d) “Committee” shall mean the committee appointed by the Company to administer the Plan.

(e) “Covered Employee” shall mean any individual who is a regular full-time employee of the Company on the Effective Date of the Plan, or any individual employed as a regular full-time employee of the Company after the Effective Date of the Plan who has completed six months of service. “Covered Employee” shall not include the Chief Executive Officer, the Chief Operating Officer or any other employee who is eligible for severance under any other contract or arrangement with the Company.

(f) “Effective Date” shall mean January 1, 2005.

(g) “Company” shall mean Remington Oil and Gas Corporation.

(h) “Directors” shall mean the Board of Directors of the Company.

(i) “Disability” shall mean as to exempt and non-exempt employees a condition entitling the Covered Employee to benefits under the Company’s short-term or long-term disability plan and as to officers and selected exempt employees shall mean a physical or mental infirmity which impairs the Covered Employee’s ability to substantially perform the Covered Employee’s duties, which continues for a period of at least one hundred eighty (180) continuous days.

(j) “Good Reason” shall mean the occurrence after a Change in Control of any of the following events or conditions: (1) a reduction in the Covered Employee’s combined Base Salary and bonus opportunity of more than 10%, (2) a material reduction in benefits without substitution of benefits that are substantially comparable in the aggregate, or (3) the permanent relocation of a Covered Employee’s principal place of employment with the Company to a location that is more than 40 miles from such Covered Employee’s prior principal place of employment.

(1) a Termination for Cause;

(2) a termination as a result of the Covered Employee’s death;

(3) any termination as the result of the Covered Employee’s Disability;

(4) a termination by the Covered Employee for Good Reason; or

(5) any termination which the Company expects to be of short duration and pursuant to which the Covered Employee is subject to reemployment with the Company within a reasonable period of time (as determined by the Committee).

(l) “Plan” shall mean the Remington Oil and Gas Corporation Employee Severance Plan.

(m) “Termination for Cause” shall mean any termination of a Covered Employee’s employment with the Company by reason of the Covered Employee’s (1) conviction of any felony or of a misdemeanor involving moral turpitude, (2) material failure to perform his duties or responsibilities in a manner satisfactory to the Company, (3) engagement in conduct which is injurious (monetarily or otherwise) to the Company or any of its affiliates (including, without limitation, misuse of the Company’s or an affiliate’s funds or other property), (4) engagement in business activities which are in conflict with the business interests of the Company, (5) insubordination, (6) engagement in conduct which is in violation of the Company’s safety rules or standards or which otherwise causes injury to another employee or any other person, (7) engagement in conduct which is in violation of any policy or work rule of the Company or (8) engagement in conduct which is in violation of the Company’s guidelines for appropriate employee conduct or which is otherwise inappropriate in the office or work environment. Termination for Cause shall be determined in the sole good-faith discretion of the Committee.

(n) “Year of Service” shall mean, with respect to a particular Covered Employee, each full year of such Covered Employee’s continuous employment by the Company from his most recent date of hire to the date his employment is subject to an Involuntary Termination.

1.2 Number and Gender. Wherever appropriate herein, word used in the singular shall be considered to include the plural and the plural to include the singular. The masculine gender, where appearing in this Plan, shall be deemed to include the feminine gender.

1.3 Headings. The headings of Articles and Sections herein are included solely for convenience and if there is any conflict between such headings and the text of the Plan, the text shall control.

II.

SEVERANCE BENEFITS

2.1 Severance Benefits. Subject to the provisions of Section 2.2 hereof, if a Covered Employee’s employment by the Company is terminated and such Covered Employee is not entitled to severance benefits under an individual contract, agreement or arrangement, or if such Covered Employee waives his rights to any severance benefits to which he may be entitled under an individual contract, agreement or arrangement, then the Covered Employee shall be entitled to severance benefits as provided in this Section 2.1. A Covered Employee’s entitlement to severance benefits under the Plan depends upon the Covered Employee’s employment classification and the circumstance of the Covered Employee’s termination of employment. Upon termination of the Covered Employee’s employment, the Covered Employee shall be entitled to the severance benefits as follows:

(A) Officers and Selected Exempt Employees. With respect to a particular Covered Employee who is classified by the Company as an officer or is classified by the Company as an exempt employee and is selected by the Committee for purposes of the Plan, the Covered Employee will be entitled to severance benefits as follows:

(1) If the Covered Employee’s employment with the Company is terminated by reason of the Covered Employee’s death or Disability, the Company shall pay the Covered Employee or the Covered Employee’s beneficiaries the Covered Employee’s accrued Base Salary through the termination date and, in addition thereto, an amount equal to the Covered Employee’s target bonus multiplied by a fraction, the numerator of which is the number of days in such plan year through termination date and the denominator of which is 365.

(2) If the Covered Employee’s employment with the Company is subject to an Involuntary Termination not in connection with a Change of Control, the Covered Employee shall be entitled to the following: (a) the Company shall pay the Covered Employee a lump sum cash payment, as soon as administratively feasible after the Covered Employee’s termination, an amount equal to 1 times the sum of (i) the Covered Employee’s then current Base Salary and (ii) the Covered Employee’s average annual incentive bonus paid during the last three years, (b) all stock options, restricted stock and other equity compensation awards granted the Covered Employee shall be subject to the terms of the grant agreement, other signed agreements and plan under which they were granted (c) for a term of one (1) year following the termination date, or until the Covered Employee gains new employment with substantially similar benefits, the Company, at its expense, shall provide the Covered Employee and his or her immediate family the same level of group medical and dental benefits as provided to active employees, (d) the Company shall provide the Covered Employee twelve (12) months of out placement services at the Company’s sole expense, and (e) all non-qualified deferred compensation benefits of the Covered Employee shall be immediately vested and subject to an immediate distribution; provided, however, that if the Covered Employee is a key employee (as defined in section 416(i) or the Code without regard to paragraph (5) thereof) of the Company and the Company’s stock is publicly traded on an established securities market or otherwise, then any amounts described above which are “deferred compensation” under section 409A of the Code shall not be paid or commence until the date that is six (6) months after the termination date. The provision of group medical and dental benefits shall start and run concurrently with any continuation coverage as may be elected by the Covered Employee under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”).

(3) If the Covered Employee’s employment with Company is subject to an Involuntary Termination within two (2) years following a Change of Control, or if the Covered Employee terminates his employment with the Company for Good Reason within two (2) years following a Change of Control: (a) the Company shall pay the Covered Employee a lump sum cash payment, as soon as administratively feasible after the Covered Employee’s termination, an amount equal to 2 times the sum of (i) the Covered Employee’s then current Base Salary and (ii) the Covered Employee’s maximum annual incentive opportunity, (b) all stock options, restricted stock and other equity compensation awards granted the Covered Employee shall be subject to the terms of the grant agreement and plan under which they were granted (c) for a term of two (2) years following the termination date, or until the Covered Employee gains new employment with substantially similar benefits,

the Company, at its expense, shall provide the Covered Employee and his or her immediate family the same level of group medical and dental benefits as provided to active employees (d) the Company shall provide the Covered Employee twelve (12) months of out placement services at the Company’s sole expense, and (e) all non-qualified deferred compensation benefits of the Covered Employee shall be immediately vested and subject to an immediate distribution; provided, however, that if the Covered Employee is a key employee (as defined in section 416(i) or the Code without regard to paragraph (5) thereof) of the Company and the Company’s stock is publicly traded on an established securities market or otherwise, then any amounts described above which are “deferred compensation” under section 409A of the Code shall not be paid or commence until the date that is six (6) months after the termination date. The provision of group medical and dental benefits shall start and run concurrently with any continuation coverage as may be elected by the Covered Employee under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”).

(B) Exempt and Non-Exempt Employees. With respect to a particular Covered Employee who is classified by the Company as an exempt or non-exempt employee, but is not covered by Section 2.1(A) above, the Covered Employee will be entitled to severance benefits as follows:

(1) If the Covered Employee’s employment with the Company is terminated by reason of the Covered Employee’s death or Disability, the Company shall pay the Covered Employee’s accrued Base Salary through the termination date, and in addition thereto, an amount equal to the Covered Employee’s target bonus multiplied by a fraction, the numerator of which is the number of days in such plan year through termination date and the denominator of which is 365.

(2) If the Covered Employee’s employment with the Company is subject to an Involuntary Termination or, if within one (1) year following a Change of Control the Covered Employee terminates his employment with Good Reason, the Covered Employee shall be entitled to the following: (a) the Company shall pay the Covered Employee a lump sum cash payment, as soon as administratively feasible after the Covered Employee’s termination, an amount equal to the greater of (1) 6 Months’ Base Pay or (2) 1 Month’s Base Pay for each of such Covered Employee’s Years of Service up to a maximum of 9 Month’s Base Pay, (b) all stock options, restricted stock and other equity compensation awards granted the Covered Employee shall be subject to the terms of the grant agreement and plan under which they were granted and (c) for a term of six months, or if greater for a term equal to the number of months for each Covered Employee’s Years of Service up to a maximum of 9 months, following the termination date, or until the Covered Employee gains new employment with substantially similar benefits, the Company, at its expense, shall provide the Covered Employee and his or her immediate family the same level of group medical and dental benefits as provided to active employees. Notwithstanding the foregoing, if the Covered Employee is a key employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) of the Company, and the Company’s Stock is publicly traded on an established securities market or otherwise, then any amounts described above which are “deferred compensation” shall not be paid or commence until the date that is six (6) months after the termination date. The provision of group medical and dental benefits shall start and run concurrently with any continuation coverage as

may be elected by the Covered Employee under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”).

2.3 Release and Full Settlement. As a condition to the receipt of any severance benefits hereunder, the Company, in its sole discretion, may require a Covered Employee whose employment by the Company has been subject to an Involuntary Termination to first execute a release, in the form established by the Company, releasing the Company, its shareholders, partners, officers, directors, employees, attorneys and agents from any and all claims and from any and all causes of action of any kind or character, including but not limited to all claims or causes of action arising out of such Covered Employee’s employment with the Company or the termination of such employment, and the performance of the Company’s obligations hereunder and the receipt of the benefits provided hereunder by such Covered Employee shall constitute full settlement of all such claims and causes of action.

the date that the amount of such excess is finally determined. The Employee and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the total Payments. The Gross-Up Payments provided to the Employee shall be made not later than the tenth (10^th) business day following the last date the Payments are made.

2.5 Confidential Information. In consideration of the receipt of severance benefits, hereunder, each Covered Employee who is classified by the Company as an officer or is classified by the Company as an exempt employee and is selected by the Committee for purposes of the Plan, will not, without the prior written consent of the Company, for a period of three (3) years following the Covered Employee’s termination date, except as may be required by any competent legal authority, use or disclose to any person, firm or other legal authority, any confidential record, secret or information related to the Company or any of its subsidiaries.

2.6 Covenant Against Competition. In consideration of receipt of any severance benefits hereunder, each Covered Employee who is classified by the Company as an officer or is classified by the Company as an exempt employee and is selected by the Committee for purposes of the Plan, for a period of one (1) year following the Covered Employee’s termination date where termination occurred without a Change of Control, the Covered Employee shall not have any interest in or be engaged by any business or enterprise that is in the business of exploring for, developing, or producing hydrocarbons in specific areas where the Company has interest at the time of the Covered Employee’s termination. Company interest shall be deemed an area within a two (2) mile radius from the current owned acreage, offshore block, concession, or active prospect area. For purposes of this Section, the Covered Employee shall be deemed to have an “interest in or be engaged by a business or enterprise” if the Covered Employee acts (a) individually, (b) as a partner, officer, director, shareholder, employee, associate, agent or owner of an entity, or (c) as an advisor, consultant, leader or other person related directly or indirectly, to any business or entity that is engaging in, or is planning to engage in, exploring for, developing, or producing hydrocarbon in specific areas where the Company has interests (“the Prohibited Activity”). Ownership of less than five percent (5%) of the outstanding capital stock of a publicly traded entity that engages in any Prohibited Activity shall not be in violation of this Section.

2.7 Non-Solicitation. In consideration of receipt of any severance benefits hereunder, each Covered Employee who is classified by the Company as an officer or is classified by the Company as an exempt employee and is selected by the Committee for purposes of the Plan, for a period of one (1) year following the Covered Employee’s termination date, the Covered Employee will not, directly or indirectly, in any manner or capacity induce any person to discontinue his or her employment in the Company or the Company’s successor or to interfere with the business of the Company or the Company’s successor.

2.8 Liquidated Damages. If a Covered Employee who is classified by the Company as an officer or is classified by the Company as an exempt employee and is selected by the Committee for purposes of the Plan and who has received severance benefits pursuant to Section 2.1 above is found by the Committee to be in violation of the confidentiality, non-competition, and/or non-solicitation provisions as described in Sections 2.5, 2.6, and 2.7 above, then the Covered Employee shall be required to repay to the Company as liquidated damages the full

amount of severance received by the Covered Employee. Any payment required pursuant to this Section shall be due and payable in a single lump sum within 30 days of written notice to such Covered Employee of such Committee’s finding.

2.10 Repayment Upon Reemployment. If a Covered Employee who has received severance benefits pursuant to Section 2.1 above is reemployed by the Company other than on a temporary or part-time basis or as an independent contractor, he shall be required to repay to the Company the following amount:

(a) The severance amount paid to him by the Company incident to his Involuntary Termination; minus

(b) The amount of Months’ Base Pay that he would have received from the Company between the date of his Involuntary Termination and the date of his reemployment by the Company had he remained employed by the Company during such period.

Any repayment required pursuant to this Section shall be made in a single lump sum within thirty days of the Covered Employee’s reemployment with the Company; provided, however, that the Company, in its sole discretion, may permit the Covered Employee to tender such repayment by payroll deductions over such period of time as the Company may determine.

III.

ADMINISTRATION OF PLAN

(a) To make and enforce such rules and regulations as it may deem necessary or proper for the orderly and efficient administration of the Plan;

(b) To interpret the Plan, its interpretation thereof in good faith to be final and conclusive on all persons claiming benefits under the Plan;

(d) To prepare and distribute information explaining the Plan;

(e) To appoint or employ persons to assist in the administration of the Plan; and

(f) To obtain such information as is necessary for the proper administration of the Plan.

3.2 Claims Review. The Committee will advise each Covered Employee of any Plan benefits to which the Covered Employee is entitled. If the Covered Employee believes that the Committee has failed to advise him or her of any Plan benefits to which he or she is entitled, then the Covered Employee may file a written claim with the Committee. The Committee shall review such claim and respond thereto within a reasonable time after receiving the claim. In any case in which a Covered Employee’s claim for Plan benefits is denied or modified, the Committee shall:

(a) state the specific reason for the denial or modification;

(b) provide specific reference to pertinent Plan provisions on which the denial or modification is based;

(d) explain the Plan’s claim review procedure as contained herein.

3.3 Mandatory Arbitration. Any controversy or claim arising from or relating to a claim for benefits payable by the Plan of a Covered Employee who is not satisfied with the

decision of the Committee pursuant to the Plan’s claims review procedure, shall be settled by arbitration administered by the American Arbitration Association under its Employee Benefit Plan Claims Arbitration Rules, incorporated by reference herein.. The decision of the arbitrator shall be final and binding and judgment on the award may be entered in any court having jurisdiction. In reviewing the decision of the Committee, the arbitrator shall use the standard of review which would be used by a Federal court in reviewing such decision under the provisions of the Employee Retirement Income Security Act of 1974, as amended. The Covered Employee and the Company shall share equally the cost of such arbitration.

IV.

GENERAL PROVISIONS

4.1 Funding. The benefits provided herein shall be unfunded and shall be provided from the Company’s general assets.

4.2 Cost of Plan. The entire cost of the Plan shall be borne by the Company and no contributions shall be required of the Covered Employees.

4.3 Plan Year. The Plan shall operate on a plan year consisting of the twelve consecutive month period commencing on January 1 of each year.

4.4 Amendment and Termination. The Plan may be amended from time to time, or terminated and discontinued, at any time, in each case at the discretion of the Directors; provided, however, that the Plan may not be amended or terminated within one year after a Change of Control or in any manner that would negatively affect a Covered Employee’s rights under the Plan without the consent of the Covered Employees whose Plan benefits are affected by such amendment or termination. A Plan amendment shall be effected by adoption of the Directors of a resolution setting forth such amendment and by execution by the Company’s president or his delegatee of a written instrument of Plan amendment. Plan termination shall be effected by adoption by the Directors of a resolution to terminate the Plan and by execution of the Company’s president or his delegatee of a written instrument of Plan termination.

4.5 Not Contract of Employment. The adoption and maintenance of the Plan shall not be deemed to be a contract of employment between the Company and any person or to be consideration for the employment of any person. Nothing herein contained shall be deemed to give any person the right to be retained in the employ of the Company or to restrict the right of the Company to discharge any person at any time nor shall the Plan be deemed to give the Company the right to require any person to remain in the employ of the Company or to restrict any person’s right to terminate his employment at any time.

4.6 Severability. Any provision in the Plan that is prohibited or unenforceable in any jurisdiction by reason of applicable law shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

4.7 Nonalienation. Covered Employees shall not have any right to pledge, hypothecate, anticipate or assign benefits or rights under the Plan, except by will or the laws of descent and distribution.

4.8 Governing Law. The Plan shall be interpreted and construed in accordance with the laws of the State of Texas except to the extent preempted by federal law.

IN WITNESS WHEREOF, the Company has executed this Plan this ___day of ___, 2005.

REMINGTON OIL AND GAS CORPORATION

By:

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o	Written communications pursuant to Rule 425 under the Securities Act


o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act


o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

•	Covered employees: James A. Watt, Chief Executive Officer, and Robert P. Murphy, Chief Operating Officer.

•	Severance Benefits:

	(a)	If employment is terminated by death or disability, the employee (or the employee’s beneficiaries) receives his accrued salary through the termination date and pro rata target bonus.

	(b)	In the event of involuntary termination of the employee or termination by the employee with good reason, not connected with change in control, the employee is entitled to (i) cash payment equal to 2 times the sum of the then current base salary and the average incentive bonus paid over the last 3 years, (ii) all stock options, restricted stock and other equity compensation, in accordance with the respective plans and granting agreements, (iii) 2 years medical and dental benefits for the employee and his immediate family, (iv) 12 months out-placement services, and (v) immediate vesting of all non-qualified deferred compensation, subject to applicable provisions of tax law.

	(c)	In the event of involuntary termination of the employee or termination by the employee for good reason within 3 months prior to or 2 years after a change of control, the employee is entitled to (i) cash payment equal to 2.99 times the sum of the then current base salary and the employee’s maximum annual incentive opportunity, (ii) all stock options, restricted stock and other equity compensation, in accordance with the respective plans and granting agreements, (iii) 3 years medical and dental benefits for the employee and his immediate family, (iv) 12 months out-placement services, and (v) immediate vesting of all non-qualified deferred compensation, subject to applicable provisions of tax law.

•	Covered employees: all full time employees other than the Chief Executive Officer, the Chief Operating Officer and any other employee covered by a separate severance arrangement with the Company.

•	Severance benefits for officers and selected exempt employees:


	Remington Oil and Gas Corporation
	By:	/s/ James A. Watt
		James A. Watt
		Chairman and Chief Executive Officer